FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2004
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _______________________ to ______________________
Commission file number
0-26216
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CNL Income Fund XV, Ltd.
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(Exact name of registrant as specified in its charter)
Florida 59-3198888
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
----------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X
CONTENTS
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9-10
Part II
Other Information 11-12
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 18,877,224 $ 19,019,814
Net investment in direct financing leases 2,299,720 2,336,717
Real estate held for sale 1,444,437 3,747,970
Investment in joint ventures 5,720,487 5,776,721
Cash and cash equivalents 4,250,393 1,446,341
Receivables, less allowance for doubtful accounts of $1,041
in 2004 299,239 310,398
Accrued rental income, less allowance for doubtful
accounts of $4,311 and $27,005, respectively 1,687,891 1,634,755
Other assets 45,952 38,255
------------------ ------------------
$ 34,625,343 $ 34,310,971
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 25,448 $ 15,983
Real estate taxes payable 6,366 9,590
Distributions payable 800,000 800,000
Due to related parties 28,068 16,989
Rents paid in advance and deposits 141,527 178,746
------------------ ------------------
Total liabilities 1,001,409 1,021,308
Commitment (Note 4)
Partners' capital 33,623,934 33,289,663
------------------ ------------------
$ 34,625,343 $ 34,310,971
================== ==================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 575,188 $ 576,659 $ 1,144,892 $ 1,152,516
Earned income from direct financing leases 68,531 70,663 137,620 141,819
Contingent rental income -- -- 1,074 297
Interest and other income 288 1,588 1,314 3,025
-------------- -------------- -------------- --------------
644,007 648,910 1,284,900 1,297,657
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 74,282 60,179 189,718 142,455
Property related 5,414 3,329 5,579 6,175
Management fees to related parties 8,020 8,986 17,165 17,981
State and other taxes 73 252 45,239 38,595
Depreciation and amortization 72,033 75,082 144,066 150,166
-------------- -------------- -------------- --------------
159,822 147,828 401,767 355,372
-------------- -------------- -------------- --------------
Income before equity in earnings of
unconsolidated joint ventures 484,185 501,082 883,133 942,285
Equity in earnings of unconsolidated joint
ventures 131,787 109,524 262,575 218,805
-------------- -------------- -------------- --------------
Income from continuing operations 615,972 610,606 1,145,708 1,161,090
-------------- -------------- -------------- --------------
Discontinued operations:
Income from discontinued operations 41,802 119,280 137,661 236,770
Gain on disposal of discontinued operations 149,108 -- 650,902 --
-------------- -------------- -------------- --------------
190,910 119,280 788,563 236,770
-------------- -------------- -------------- --------------
Net income $ 806,882 $ 729,886 $ 1,934,271 $ 1,397,860
============== ============== ============== ==============
Income per limited partner unit:
Continuing operations $ 0.15 $ 0.15 $ 0.29 $ 0.29
Discontinued operations 0.05 0.03 0.19 0.06
-------------- -------------- -------------- --------------
$ 0.20 $ 0.18 $ 0.48 $ 0.35
============== ============== ============== ==============
Weighted average number of limited
partner units outstanding 4,000,000 4,000,000 4,000,000 4,000,000
============== ============== ============== ==============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
------------------ ------------------
General partners:
Beginning balance $ 174,788 $ 174,788
Net income -- --
------------------ ------------------
174,788 174,788
------------------ ------------------
Limited partners:
Beginning balance 33,114,875 33,459,848
Net income 1,934,271 2,855,027
Distributions ($0.40 and $0.80 per limited
partner unit, respectively) (1,600,000) (3,200,000)
------------------ ------------------
33,449,146 33,114,875
------------------ ------------------
Total partners' capital $ 33,623,934 $ 33,289,663
================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 1,458,466 $ 1,537,584
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets 2,945,586 558,990
-------------- --------------
Net cash provided by investing activities 2,945,586 558,990
-------------- --------------
Cash flows from financing activities:
Distributions to limited partners (1,600,000) (1,700,000)
-------------- --------------
Net cash used in financing activities (1,600,000) (1,700,000)
-------------- --------------
Net increase in cash and cash equivalents 2,804,052 396,574
Cash and cash equivalents at beginning of period 1,446,341 2,317,004
-------------- --------------
Cash and cash equivalents at end of period $ 4,250,393 $ 2,713,578
============== ==============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
period $ 800,000 $ 800,000
============== ==============
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2004, may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XV, Ltd. (the "Partnership") for the year ended December
31, 2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership adopted FIN 46R during the quarter ended March 31,
2004. The Partnership was not the primary beneficiary of a variable
interest entity at the time of adoption of FIN 46R, therefore the
adoption had no effect on the balance sheet, partners' capital or net
income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
During 2003, the Partnership identified for sale three properties that
were classified as discontinued operations in the accompanying
financial statements. The Partnership sold the property in
Bartlesville, Oklahoma in June 2003. During the six months ended June
30, 2004, the Partnership identified three additional properties for
sale and reclassified the assets to real estate held for sale. Because
the current carrying amount of this asset is less than its fair value
less cost to sell, no provision for write-down of assets was recorded.
In March 2004, the Partnership sold the properties in Piney Flats,
Tennessee and Huntsville, Texas, and in April 2004, sold the property
in Cookeville, Tennessee to separate third parties and received
aggregate net sales proceeds of approximately $2,945,600, resulting in
a gain on disposal of discontinued operations of approximately
$650,900.
5
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
3. Discontinued Operations - Continued
The operating results of these properties reflected as discontinued
operations are as follows:
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ 45,078 $ 128,424 $ 148,538 $ 258,988
Expenses (3,276) (9,144) (10,877) (22,218)
-------------- -------------- -------------- --------------
Income from discontinued
operations $ 41,802 $ 119,280 $ 137,661 $ 236,770
============== ============== ============== ==============
4. Commitment
In March 2004, the Partnership entered into an agreement with a third
party to sell the property in Columbia, South Carolina.
5. Subsequent Events
In August 2004, the Partnership sold the property in Columbia, South
Carolina for $818,000 and received net sales proceeds of approximately
$811,500 resulting in a gain of approximately $166,300, which will be
recognized in the third quarter of 2004.
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $39.43 million, consisting of
approximately $32.97 million in cash and approximately $6.46 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $128,000 consisting
of approximately $107,000 in cash and approximately $21,000 in
preferred stock.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XV, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") is a Florida limited partnership that was organized on
September 2, 1993, to acquire for cash, either directly or through joint venture
and tenancy in common arrangements, both newly constructed and existing
restaurants, as well as land upon which restaurants were to be constructed (the
"Properties"), which are leased primarily to operators of national and regional
fast-food and family-style restaurant chains. The leases generally are
triple-net leases, with the lessee responsible for all repairs and maintenance,
property taxes, insurance and utilities. As of June 30, 2003, we owned 35
Properties directly and ten Properties indirectly through joint venture or
tenancy in common arrangements. As of June 30, 2004, we owned 32 Properties
directly and twelve Properties indirectly through joint venture or tenancy in
common arrangements.
Capital Resources
Net cash provided by operating activities was $1,458,466 and $1,537,584
for the six months ended June 30, 2004 and 2003, respectively.
During the six months ended June 30, 2004, we sold the Properties in
Huntsville, Texas, and Piney Flats and Cookeville, Tennessee to separate third
parties and received aggregate net sales proceeds of approximately $2,945,600
resulting in an aggregate gain on disposal of discontinued operations of
approximately $650,900. The general partners may reinvest the net sales proceeds
in additional Properties or use the sales proceeds to pay liabilities.
At June 30, 2004, we had $4,250,393 in cash and cash equivalents, as
compared to $1,446,341 at December 31, 2003. At June 30, 2004, these funds were
held in a demand deposit account at a commercial bank. The increase in cash and
cash equivalents at June 30, 2004, was a result of holding sales proceeds from
the sales described above. The funds remaining at June 30, 2004, after payment
of distributions and other liabilities, may be used to invest in additional
Properties and to meet our working capital needs.
In March 2004, we entered into an agreement with a third party to sell
the Property in Columbia, South Carolina. In August 2004, we sold the Property
and received net sales proceeds of approximately $811,500 resulting in a gain on
disposal of discontinued operations of approximately $166,300, which will be
recognized in the third quarter of 2004. The general partners may reinvest the
net sales proceeds in an additional Property and use the sales proceeds to meet
our working capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will continue to generate cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to limited partners of
$1,600,000 for each of the six months ended June 30, 2004 and 2003 ($800,000 for
each applicable quarter). This represents distributions of $0.40 per unit for
each of the six months ended June 30, 2004 and 2003 ($0.20 per unit for each
applicable quarter). No distributions were made to the general partners for the
7
quarters and six months ended June 30, 2004 and 2003. No amounts distributed to
the limited partners for the six months ended June 30, 2004 and 2003 are
required to be or have been treated as a return of capital for purposes of
calculating the limited partners' return on their adjusted capital
contributions. We intend to continue to make distributions of cash to the
limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $1,001,409 at
June 30, 2004, as compared to $1,021,308 at December 31, 2003. The decrease was
primarily due to a decrease in rents paid in advance and deposits, which was
partially offset by an increase in accounts payable and accrued expenses and
amounts due to related parties. The general partners believe that we have
sufficient cash on hand to meet our current working capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In March 2004, we entered into an agreement to sell the Property in
Columbia, South Carolina. In August 2004, we sold this Property.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $1,282,512 during the
six months ended June 30, 2004, as compared to $1,294,335 during the same period
of 2003, $643,719 and $647,322 of which were earned during the second quarters
of 2004 and 2003, respectively. In March 2004, we entered into an agreement,
effective January 2004, to provide temporary and partial rent deferral to a
tenant who is experiencing liquidity difficulties. The general partners
anticipate that deferring a portion of monthly rent through December 2004 on the
one lease the tenant has with us will provide the necessary relief to the
tenant. Rental payment terms revert to the original terms beginning in January
2005. Repayment of the deferred amounts is secured by letters of credit and
scheduled to begin in January 2005 and continue for 60 months. The general
partners do not believe that this temporary decline in cash flows will have a
material adverse effect on our operating results.
We earned $262,575 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to
$218,805 during the same period of 2003, $131,787 and $109,524 of which were
earned during the quarters ended June 30, 2004 and 2003, respectively. The
increase in net income earned by unconsolidated joint ventures was primarily due
to the fact that in November 2003, we invested in a Property in Tucker, Georgia
with CNL Income Fund X, Ltd., CNL Income Fund XIII, Ltd. and CNL Income Fund
XIV, Ltd., as tenants-in-common, and in a Property in Dalton, Georgia with CNL
Income Fund VI, Ltd., CNL Income Fund XI, Ltd., and CNL Income Fund XVI, Ltd.,
as tenants-in-common. Each of the CNL Income Funds is a Florida limited
partnership pursuant to the laws of the state of Florida, and an affiliate of
the general partners.
Operating expenses, including depreciation and amortization expense,
were $401,767 during the six months ended June 30, 2004, as compared to $355,372
during the same period of 2003, $159,822 and $147,828 of which were incurred
during the quarters ended June 30, 2004 and 2003, respectively. The increase in
operating expenses during the quarter and six months ended June 30, 2004, was
primarily due to incurring additional general operating and administrative
expenses, including legal fees.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $119,280 and $236,770 during the quarter and six
months ended June 30, 2003, respectively, relating to the Properties in
Bartlesville, Oklahoma; Piney Flats and Cookeville, Tennessee; Huntsville,
Texas; and Columbia and Pawleys Island, South Carolina. We sold the
Bartlesville, Oklahoma Property in June 2003. We recognized income from
discontinued operations of $41,802 and $137,661 during the quarter and six
months ended June 30, 2004, respectively. In March 2004, we sold the Properties
in Piney Flats, Tennessee and Huntsville, Texas, and in April 2004, we sold the
Property in Cookeville, Tennessee and recorded an aggregate gain on disposal of
discontinued operations of approximately $650,900. In August 2004, we sold the
Property in Columbia, South Carolina, as described above. As of August 9, 2004,
we had not sold the Property in Pawleys Island, South Carolina.
8
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. We adopted FIN 46R during the quarter ended March
31, 2004. We were not the primary beneficiary of a variable interest entity at
the time of adoption of FIN 46R, therefore the adoption had no effect on the
balance sheet, partners' capital or net income.
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $39.43 million, consisting of approximately
$32.97 million in cash and approximately $6.46 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $128,000 consisting of approximately $107,000 in cash and
approximately $21,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in our
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. The principal executive and financial
officers of the corporate general partner have evaluated our disclosure controls
and procedures as of the end of the period covered by this Quarterly Report on
Form 10-Q and have determined that such disclosure controls and procedures are
effective.
9
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Changes in Securities. Inapplicable.
----------------------
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.2 to Registration
Statement No. 33-69968 on Form S-11 and incorporated herein
by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.1 to Registration
Statement No. 33-69968 on Form S-11 and incorporated herein
by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange Commission on March
30, 1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange Commission on March
30, 1995, and incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated herein
by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and Exchange Commission
on August 7, 2001 and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP
to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
11
31.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
32.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2004.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 9th day of August 2004.
CNL INCOME FUND XV, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
---------------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
---------------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.2 to Registration
Statement No. 33-69968 on Form S-11 and incorporated herein
by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.1 to Registration
Statement No. 33-69968 on Form S-11 and incorporated herein
by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange Commission on March
30, 1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange Commission on March
30, 1995, and incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated herein
by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and Exchange Commission
on August 7, 2001 and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP
to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
31.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
32.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2